Penguins of Madagascar: The Next Generation
by Sir.nick of dragons
Summary: Meet the next gen of the Penguins. Skyler the leader, Sebastian the brain, RJ the demolitions expert, and Zoe the cute one. Rated T just in case.
1. Chapter 1

**Disclaimer- I do not own the Penguins of Madagascar or anything that belongs to Dreamworks. I do however own or partially own most of these oc's and this plot.**

Alright then, first chap of a new fanfic. So lets begin with some of the featured pairs that will be shown in this: first is Skans (Skipper (female) with Hans), second is Kowalski x Eva, and third is Private x Hunter. If you have a problem with any of these, just leave now. If not, let's begin.

Chapter 1: How They Came to Be

Skipper grabbed his fresh cup of joe from the high tech coffee maker and took a sip. Even though it had been a while since Dave was beaten and his team had become part of the North Wind, the taste of their joe was still fantastic. He then waddled into the command center that his team shared with Classified's and immediately regretted it. Once inside he saw his worst fear, needles. Each one of his team had one drawing out some blood. Skipper stopped mid step and stayed still. Then Classified noticed the frozen penguin, walked over to him, and walked him out of the room.

"There is nothing to fear Skipper, it's only a routine blood test to make sure we haven't contracted anything during our missions." explained Classified. "Now the others have already made me aware of your… problem with needles. So I have an alternative method."

"Really, what?", asked Skipper. Classified then pulled out a small knife and made a small cut. He then placed a test tube and gathered some of the blood and corked it. He then places a bandage on the cut. "I definitely prefer that to the alternative."

"Good then.", replied Classified. "It will take a few days to the results to come in, but I will let you know if any irregularities come up."

"Well there shouldn't be, me and my men are in tip top shape.", said Skipper.

"Well we'll see what the blood tests say.", replied Classified.

(A few days later) "Skipper, do you have a moment?", asked Classified.

"Sure I have a moment.", said Skipper. He then followed Classified to a near by empty room.

"We found something in your DNA test results that I would never had foreseen in a million years.", started Classified. "According to our results you are…."

"I am what?", asked Skipper.

"Female." replied Classified. "You are apparently female."

"Well that's impossible. Run it again.", exclaimed Skipper.

"I did, twice in fact and I had the analyzers check too. There is no denying it, you are a girl.", replied Classified. Skipper slumped down against the wall.

"A girl.", said Skipper. "I guess this means that you'll be looking for my replacement as team leader now."

"We would never do that just because you are a girl.", replied Classified. He then sat down next to Skipper. "I wont pretend I know what happens from here, but me and the Commander have been talking and we think it is time to enact operation: vacation."

"Vacation?", asked Private later in the command room.

"That right Private." answered Skipper. "The Commander thinks it is time for our two teams to get even closer. To that extent we have been authorized for vacation time with only one member of the other team. I will be with Classified, Kowalski will of course be with Eva, Rico with Short Fuse, and Private with Corporal."

"But we've always taken our vacations together as a team.", said Private.

"Yes, well sometimes it's best to shake things up.", said Classified. "After all you four are the experts at that."

"Well I still don't like it.", said Private.

"It will be fine. Me and Classified will just be going to a weapons expo.", replied Skipper. "Surely there is somewhere you want to go."

"Well it has been a long time since we last visited our friends at the zoo.", said Private.

"Perfect.", exclaimed Skipper. Skipper then turned to Rico. "And I'm sure that you and Short Fuse will have a blast making things go kaboom." Rico nodded his head to this. Skipper then turned to Kowalski. "And I know that you and Eva can do something romantic."

"Well I have been meaning to do something special.", said Kowalski. "Plus I can finish my neural-controlled flare."

"Just remember not to get too caught up.", said Eva.

"I should be done in a few days.", replied Kowalski. "Leaving me plenty of time for… other important things."

"Alright then now that that's settled, we can get ready for Operation: Vacation.", said Skipper.

(The next day.)"You still need to tell them.", said Classified.

"I will, after we are all back from our vacations.", replied Skipper. "After that, I will tell them. But right now, let's just enjoy the expo." They then enter the center and it was filled to the brim with cool weapons. Normally Skipper would be ecstatic, but yet his heart just wasn't in it. He felt something was…. missing, like a piece of his mojo gone. After a while, Classified began to pick up on this.

"How about I get us something to eat? You just wait here.", said Classified. He then left to find some food. Skipper sat down on a near by bench and looked around lazily, that is until she notice a familiar face in the upper level. It was the face of Hans the Puffin, but just like Skipper, he seemed that he too was just not feeling it. In his wings, he held what looked like a letter. Then someone bumped into Hans from behind and the letter fell from his grasp and right to to Skipper. Now that it was closer, Skipper saw that it was addressed to her. Skipper opened the envelope and began to read the letter within.

'My dear Skippsie,

I know you have no reason to believe me, what I am about to tell you is the most honest thing that I have ever told you. I love you. I think that deep down I always have. I just didn't realize it until being stranded on a deserted island for several weeks. It was only there that I realized my true feeling for you. I know that you'll never believe me and even if you did that it would just disgust you and make you hate me even more that you do now. But I just had to let it out.

Love, Hans'

Just as Skipper finished reading the letter, Hans had come down to him and saw the open letter in Skipper's flippers.

"Skipper, I… I…", said Hans.

"Is it true?", asked Skipper. "Is everything you wrote in this true?"

"Every word.", answered Hans. An awkward silence came between them. "I'll… I'll just be going then." He then turned to leave.

"Hans wait.", said Skipper. Hans turned around. "There's something I need to tell you. Something that I have been keeping locked inside for a long time. Something that I tried to use hate to destroy." Skipper came closer to Hans. "I think… no, I know I love you too." Skipper then pulled the puffin into a deep kiss. He was surprised at first but then began to kiss back. At that moment, Classified returned. Classified coughed to get Skipper's attention. SKipper noticed and broke the kiss.

"Who's your friend?", asked Hans.

"Hans this my friend and fellow operative Classified. Classified this is Hans, an old friend and new boyfriend.", said Skipper.

"Well I brought the food for you and me, but I didn't know we'd joined by…. someone.", said Classified.

"That's ok, I brought my own food. Be right back love.", said Hans before he left.

"What are you thinking Skipper!", exclaimed Classified. "Do you know what the puffin has done, especially in Denmark!"

"For course I do, I was there.", said Skipper. "But I also know that I love him and that he has changed."

"And how would you know that?", asked Classified.

"That is what not only my gut, but also my heart tell me.", answered Skipper. "He is no long with any enemy, but he will become a member of North WInd. I will see to it that happens." Skipper then stormed off and spotted Hans. "Come on Hans." She then grabbed him as she pulled him away to a quiet area.

"Did I cause something to happen between you and Mr. Classified?", asked Hans.

"I just… I will have to show him and the rest that you really can and have turned over a new leaf.", answered Skipper.

"Will they even approve of us together?", asked Hans.

"They will after we convince them and you become part of North Wind. My team should be easy since usually it's them trying to convince me of the good in others." answered Skipper.

"That's not what I meant.", said Hans.

"Oh that. Well that will not be a problem since, as it turns out, I'm female.", replied Skipper.

"Well that's an unexpected turn.", said Hans.

"It's not a problem is it?", asked Skipper.

"No, no, no, just unexpected. It doesn't matter to me what you are, as long as you are still you.", answered Hans. Skipper once again pulled Hans into a deep kiss.

(Elsewhere) "So this is the zoo where you guys grew up.", said Corporal. He and Private were standing outside the Central Park Zoo. Memories of this place were flooding back to Private.

"That's right.", answered Private. "I wonder if any of my old friends are still here and if they will remember me."

"Well if they have meet you, I'm sure they will remember you.", said Corporal. "After all you are…"

"So cute and cuddly.", finished Private.

"How did you…", started Corporal.

"You have a tendency to say that, at least to me.", answered Private.

"Oh right.", said Corporal. "Well it still stands."

"Well there's only one way to find out.", said Private before he and Corporal entered the zoo. Not much had changed since he was last here.

"Private!", yelled out an otter with joy as she grabbed and hugged the penguin.

"Marlene.", said Private with joy as he hugged her back. "It's so good to see you again."

"It's been a long time.", said Marlene as she let go. "So where are the others?"

"It's just me and Corporal here.", answered Private. "The rest are off on their own vacations."

"Ok then.", said Marlene. She then turned her attention to the polar bear. "Hi, my name is Marlene. It's nice to meet you."

"Likewise.", said Corporal. "Any friend of Private's is a friend of mine."

"So what brings you two here?", asked Marlene.

"Well I staying here on vacation for a little bit and you know, just relax and spend some time with old friends.", answered Private.

"Well you certainly can relax. It's been really quiet around here for some time.", said Marlene. "I guess that all the danger decided that it wanted to travel with you guys." They all laughed at this little joke. "And not much has changed really. We do have some new places, like the leopard seal habitat. But you don't have to worry about her, Hunter is a strict fishetarian."

"Wait, say that name again.", said Private.

"Hunter.", repeated Marlene. "Why, do you know her?"

"She is an old friend.", answered Private. "I haven't seen her in a really long time."

"Well then why don't you go see her?", suggested Corporal.

"I would like that very much, but…", said Private. "I would like to see her alone if that's alright."

"You go on. I'll just stay here and talk with Ms. Marlene.", said Corporal.

"Ok then.", said Private. "Now where is she?"

"Her habitat is just that way, you can't miss it.", answered Marlene. "We'll be in my habitat if you need us."

"Alright then, see you all later."said Private before he slid away on his belly in the direction Marlene had pointed. She was right in that it was not hard to find. The habitat was large and made to look like an iceberg with caves and a large pool of water. But yet he did not see Hunter. "She must be inside." He entered the cave and there she was, Hunter. She had grown quite a bit since he last saw her, as she was now a beautiful young adult. She was laying down, looking as if she was thinking of something pleasant, but yet saddening at the same time. Private took another step forward which made a sound. Hunter turned her head toward him and then had an expression as if she could not believe her eyes.

"Private, is that you?", asked Hunter in disbelief. "Is it really you?"

"Hi Hunter.", said Private.

"Oh Private, it really is you.", said Hunter as she came over to Private and gave him a big hug. "I missed you so much."

"I missed you too.", replied Private. Hunter continued to hug Private. "Um, Hunter."

"Oh, sorry.", said Hunter as she let him go. "I just am so happy to see you again after so long."

"Yes, too long.", said Private.

"Yeah.", said Hunter. "Well, welcome to my one and only home."

"Only home, what about your home in Antarctica?", asked Private.

"I am no longer welcome there.", answered Hunter with sadness in her voice.

"What happened?", asked Private.

"It was a long time ago.", began Hunter. "A newcomer by the name of Brand had become part of the village. He had a knack for hunting penguins and was always suspicious of me because I didn't hunt them at all. Many of the others followed him and thought of him like a second leader. One day I spotted him cornering a young penguin and jumped into the way to rescue him. Latter on that same day, he accused me of not being a true seal and that I should be banished. My father stepped into to try to protect me, but I knew who the others would follow. I knew that if I let this continue that he would go down with me. So I knocked out my dad and ran. I ran and swam away for as long and as fast as I could. Eventually, I was exhausted and passed out on a piece of ice. When I came to, I found myself here. Apparently, the humans found me and rescued me. I've been here ever since. Sometimes I still miss him."

"Then why'd you do it if you knew what would happen?", asked Private. "Why did you give it all up?"

"Because I couldn't let him eat someone that reminded me so much of the penguin I fell in love with.", answered Hunter. Private was speechless at what she had just said. "There was not a day that I didn't think of you. At first, I thought it was because I missed you and we were friends. But then I realized that it was so much more. I know you don't like me that way and that it could never work out between us and…." Hunter was interrupted by a swift kiss on the lips from Private.

"We'll find a way, because I love you too.", said Private. Tears of joy came from Hunter's eyes as she heard him say that. She then pulled him into a deep kiss.

(Elsewhere) "This is test 45 of the neural-controlled flare. Let's hope that it doesn't blow up again.", said Kowalski to the camera as he began his test. He had set down the flare 20 feet away from him and now put the transmitter on his head. He then willed the flare to ignite, It did so and went a few feet into the air and waited. Kowalski then willed it to write a message in the air. The message said 'test complete'. Kowalski then willed the flare to return to start position. Kowalski then took off the transmitter. "It works! Finally!"

"Good job honey.", said Eva as she entered with a picnic basket. "I knew you would get it."

"Thank you. and I must ask, why do you have a picnic basket?", replied Kowalski.

"I have it because we are going on a little picnic together. Just the two of us.", answered Eva. "I have the perfect spot in mind."

"Alright then. Just give me a sec to grab some things before we go.", said Kowalski.

"No work stuff ok. I don't want any explosions on our little date.", said Eva.

"I've only done that one time.", said Kowalski. "But alright, no work stuff." Eva then snuck in a kiss before she left the lab. Kowalski quickly grabbed a small bag and put the neural-controlled flare into it and then grabbed a small box. "Today is the day." Ne then but the small box into the bag. He then exited the lab were Eva was waiting for him.

"Put this on.", said Eva as she handed a blindfold to him. "I want where we are going to be a surprise." Kowalski did as he was told and then was guided by Eva way.

(Latter) Even though Kowalski could not see, he knew they where in snow due to the drop in temperature and the soft crunching of it beneath them.

"Ok, now you can take it off.", said Eva. Kowalski took of the blindfold and after his eyes adjusted,he was treated to a spectacular view. Eva had brought him to a frozen forest where the water drops had frozen on the trees and a waterfall that had frozen over, creating amazing patterns. Underneath one of the trees next to the waterfall, Eva had set up a small picnic.

"You certainly know how to pick a place.", said Kowalski.

"Thanks.", said Eva. "I thought you'd like it."

"Correction, I love it", replied Kowalski.

"Well then, I happy to be wrong.", said Eva. "Come over here. We don't want the food to go bad." They then ate their lunch of tasty fish and then cuddled up together, just taking pleasure in each other's company. "So how'd you like your surprise?"

"It's great, love. But I think I can top it.", answered Kowalski.

"Oh really, how?", asked Eva.

"Like this.", said Kowalski as he pulled out the neural-controlled flare and the box. He then activated the flare and and began to write in the sky. The message said 'Will you marry me?'. Eva looked back down at Kowalski, who was now on one knee and presenting the open box. Inside the box was a silver anklet (you know since rings aren't an option.) with a center gem of sapphire surrounded by small diamonds. "Eva the Snowy, would you make me the happiest penguin in the world and become my mate?" Tears formed on Eva's eyes and then she pulled Kowalski into a deep kiss. "It take that as a yes then?"

"Yes, my love. I will become your mate for all of time.", replied Eva before pulling him into another deep kiss.

(A few months later) "I'm worried about you Skippsie.", said Hans as he caught Skipper before she fell to the ground. "This is the third time you almost fell this week. I think you should go to the doctor or at least have Kowalski take a look at you."

"I'm fine, I'm just a little tired of late. That's all.", replied Skipper as he got back on his feet. "But if it would help you to stop worrying so much, I'll go talk to Kowalski, but no way am I going to the doctor."

"Let's go right now.", said Hans. "After all, it will take him some time to set things up." They made their way down to Kowalski's lab and found that it was already set up for what they needed. "How'd you know?"

"Know what?", asked Kowalski.

"That Skipper wasn't feeling well.", answered Hans.

"I actually didn't know that.", said Kowalski with surprise.

"Then why do you have everything set up?", asked Hans.

"Because Eva is also a little under the weather.", answered Kowalski. "I hope this isn't some sort of epidemic in the making. Skipper, have you been having moments that you have or almost fallen?"

"Yes, but it's nothing. I'm just a little tired.", answered Skipper.

"Eva said the exact same thing.", said Kowalski. "But there is only one way to prove whether or not it is some sickness ailing the two of you. And that is with science. I'll just run a blood sample from Eva, and that should give us the information we need." Kowalski then inserted a blood sample into the machine and after a few seconds, the results appeared on the screen. "Well there appears to only be one abnormality; an increased amount of hormones which, in this case could only be caused by…."

"By what?", asked Hans.

"Yes, what is it dear?", asked Eva as she entered the lab.

"Eva, you…. we…. We have an egg on the way. We're going to be parents.", said Kowalski.

"This… this is the best news I've ever heard. We're going to have a baby.", said Eva as she hugged and then kissed Kowalski.

"But that would mean... ", started Skipper.

"We're having a baby.", said Hans in disbelief. "We're having a baby!" Hans then pulled Skipper into a big hug.

"What's all the commotion?", asked Private as he entered the lab.

"Eggs! Skipper and Eva are soon going to have eggs!", answered Hans.

"Well congrats.", replied Private.

"And a coincidence.", said a familiar voice. Private turned around and saw Hunter along with Rico.

"Hunter, what are you doing here?", asked Private.

"There's something I need to tell you.", replied Hunter. "I'm with child Private. We're having a baby."

"We're having a baby. I never thought it would be possible.", said Private.

"Are you ok honey?", asked Hunter.

"Am I ok. I'm better than ok, a miracle has happened and we're having a baby!", replied Private before he gave her a big, deep kiss. They all then began talking about how the babies would look like and how they would take care of them and other things of that nature. In the commotion, Rico tried to slip away unseen, but was noticed by Kowalski. He also noticed a look of sadness in his brother's eyes.

"I'll be right back my snowflake.", whispered Kowalski to Eva before he went after Rico. He saw Rico mopeing away thought the hallway. "Rico, wait." Rico stopped. Kowalski walked up to him. "What's wrong Rico?" Rico said something in his usual gibberish and pointed toward the lab. "I see, you're sad that we all have little ones on the way, but you don't." Rico nodded his head yes. "Well then, maybe there is a way I can change that." Rico looked at him asking how. "Well I could try to make a clone of you that starts out as an egg and then grows as normal penguins do. At least as normal as a clone of you can get. I'll get started on that tomorrow. But today, we celebrate the coming of new life." They then began walking back to the lab.

(A few days later) "Let's see if this is the lucky one.", said Kowalski to himself as he placed the newest egg into the scanner. After a few seconds, the results appeared on screen: negative. "Darn it! Another sterile egg." He then tossed out the egg. Kowalski rubbed his tired eyes. He had been at this for hours and was exhausted, with only sheer willpower and coffee to keep him awake. Eva then entered the lab. "Eva what are you doing? You should be asleep."

"The same can be said for you.", replied Eva. "Honey, I know how important this is, but you're running yourself into the ground. You need some sleep. Please come back with me to the nest."

"One last attempt for tonight, ok?", replied Kowalski. "I'm so close. I know it."

"One last attempt, then you're coming with me.", answered Eva. Kowalski gave her a quick kiss and then fired up the cloning machine one more time. Out popped another egg, which Kowalski put into the scanner. The results came on screen and this time is was positive.

"Yes, I did it!", exclaimed Kowalski. He then grabbed the egg. "I've got to take this to Rico. You go onto bed. I won't be long." Kowalski then walked to Rico's room and knocked on the door. A half asleep Rico opened the door and then noticed the egg in Kowalski's flippers. Rico then talked. "Yes Rico, it is." Rico talked excitedly as he grabbed the egg. and put it in his brood pouch. "RJ. That's what you're going to name him?" RIco nodded his head yes. "Ok then. So that makes three males and one female." Rico then spoke in his gibberish (If any of you out there know how to write what Rico is saying, let me know.) "I know what Hunter says, science says that it will be a boy. Anyway I should get back to Eva. Good night." He then started heading back to the nest.

(A few months later) "Hans, come quick, it's happening!", yelled Skipper. Hans rushed to Skipper's side. There inside their nest, sat their egg, which had just begun to rock back and forth. Then a small crack formed in the middle of the egg. Then a small hole formed as a large piece came off. Then the egg split apart and out popped a baby bird, all covered in fluffy black and white down (Yes I know that isn't how it is in real life, but in the PoM universe, that is how it is.) She had inherited her mother's flat head and beak shape as well as her father's feet, beak coloration, wings, and eyes. She also had blue circles around her eyes. Skipper carefully picked up the baby puffguin.

"Oh Skipper, she's so beautiful.", said Hans softly. "Just like her mother."

"But, our little Skyler has so many traits like her father.", said Skipper.

"Yes, our little Skyler.", said Hans.

(Elsewhere in the HQ) Kowalski and Eva stood over the nest as their egg began to break open. Then out of the egg came their little baby. He had his mother's beak color and wings and his father's body shape, feather coloration, eyes and feet. The little chick walked over to his mother and snuggled up to her.

"Look at him, our little Sebastian.", said Eva.

"Where did that name come from?", asked Kowalski.

"I don't know, it just came to me.", answered Eva.

"Well I like it.", replied Kowalski.

(Rico's room) Rico felt a little kick from the egg on his feet and knew that it was time. He moved the egg out from his brood pouch and then a small crack appeared. Then the egg suddenly burst apart making eggshell fly a decent distance. Where the egg was, now was a little penguin chick that looked just like Rico was when he was that young. The chick opened it's eyes revealing that the right-flipper eye was blue and the other green. But Rico didn't care about that, he was too happy that he now had a son.

(Elsewhere) Private paced worryingly in front of the doors of the room Hunter was in. She had gone into labor sometime ago and Private hadn't gotten any news of her or their baby in that time. Then the doors opened and one of the nurses came out.

"How are they?", asked Private.

"They're both fine.", answered the nurse. "You can see them now." Private went paster her and into the room. There in the bed lay Hunter and wrapped up in her arms their baby sleeping soundly. Private walked up to the side of the bed and then gave Hunter a kiss.

"How are you?", asked Private.

"I'm fine, just tired.", answered Hunter. "Let me bring her closer." She then gently moved the bundle closer to Private so he could see. Their daughter had white skin with small gray spots on her flippers, her father's beak and her mother's body shape, making her look more seal than penguin.

"She is so beautiful and cute.", said Private.

"Well she does get her cuteness from her father.", said Hunter. Then the baby sealguin began to stir from her sleep. As the baby moved, Private noticed a small black mark on the back of her neck that was shaped like a star. The baby's eyes opened, revealing that they were blue. She stuck her little flipper toward Private. Private extended his and she grasped it. "What should we name her?"

"Zoe.", answered Private.

"I like that. Our little Zoey.", said Hunter.

Ok, so that was the first chap. thought it's more of a prolog. Sorry for having to jump all over the place, but there should be less of that now. But yeah, that's how our main characters came to be. Please comment below, because as always I'd love to hear your thought, feeling, or just simply letting me know that I am not just talking to myself here. Ok then, I will see you in the next chapter. Bye-bye.

 **Disclaimer- I do not own the Penguins of Madagascar or anything that belongs to Dreamworks. I do however own or partially own most of these oc's and this plot.**

Hi guys.


	2. Chapter 2: Day of the Next Gen

**Disclaimer- I do not own the Penguins of Madagascar or anything that belongs to Dreamworks. I do however own or partially own most of these oc's and this plot.**

Hi guys. It's time for another chap in this fanfic. I just want you guys to know that the last chap was more of a prolog, but now the true story begins. Also, there will be a bit of a nod to Crisis Core. So without further adue. Let's dig in.

Chapter 2- Day of the Next Generation

"The train containing a North Wind experimental weapon supply has been hijacked. Multiple hostels confirmed. Permission to deploy, granted.", said Command in the puffguin's earpiece.

"It's about time.", said the teenaged puffguin. "Agent Skyler ready to deploy." The doors to the chopper opened and the soldier jumped out and landed on the train. Up ahead, she saw many hostiles wielding laser rifles coming toward her. "Oh good, the welcoming committee." She then unsheathed the sword that was on her back and started running toward the hostiles. The enemy troops began firing at her as she came within range. All the lasers either missed their target or where deflected off to the side by her blade. Skyler reached the gunmen cut them down and made them fall of the train. She continued toward the front of the train as another group appeared, this time they had rocket launchers. Just as they fired, Skyler quickly jumped into the train and went underneath them. She came out behind them and then knocked them all off the train. The young soldier pressed on toward the front, then suddenly the roof opened up and out a giant wolf like beast. "Never easy. Just the way I like it." The beast jumped up into the air toward her and then suddenly froze in mid air. Then it and the environment around Skyler disappeared. "Who turned off the simulation?", asked Skyler annoyed as she took off the head gear. In front of her stood her mother, Skipper, who did not look pleased at all.

"How many times do I have to tell you, you aren't allowed to be in here without an adult.", scolded Skipper. "And where did you get this program anyway? It is way above the level you have access to."

"Sebastian made it for me.", answered Skyler. "I needed more of a challenge."

"There's a reason I only allow you the lower levels. You could have gotten hurt or worse.", scolded Skipper.

"I was doing just fine.", responded Skyler. "Besides if you'd let me go on some missions, I wouldn't need to do things like this."

"We've been through this, you and the others aren't ready yet.", said Skipper.

"Mom look at me, I'm not a little hatchling anymore. If you'd just give us a chance, we can prove we have what it takes.", said Skyler. Skipper opened her beak to say something but then the red lights began to flash.

"Code red. Repeat, code red. All teams report to the jet hanger immediately.", said the voice on the intercom.

"We'll talk about this latter.", said Skipper before she slid away.

"Yeah, that's what you always say.", mumbled Skyler to herself. She then inspected her sword for any damage. She saw no cracks or nicks in the double sided blade and no scratches on the block shaped black pommel. Yep, still had the look to fit it's 'never been in real combat before' statis. She then sheathed her blade with a sigh. "The others will soon wonder where I am. I should head back to the hideout." She left for the hideout, a secret place that only her and her friends knew about. She quickly went to her room and moved her bed over to reveal the hole beneath it. She jumped down the hole and slid down to the underground hideout. Inside was a lot of their personal things that they didn't keep up in their rooms. Things like the weapons supply that they 'borrowed and forgot to give back'. Also there was Skyler's friends: Sebastian and Zoe. Sebastian was working on something new on one of his computers, most likely a new mission program for Skyler and Zoe was listening to her music. They both looked up from what they were doing when they noticed the puffguin enter. Then from above Skyler came a penguin that jumped down from the ceiling and at the puffguin. Skyler grabbed the assassin as he fell on her back and flipped him over her shoulder, temporarily knocking the wind out of him.

"Thats another point for Skyler.", said Sebastian.

"Better luck next time RJ.", said Skyler as she offered her wing to help him up.

"I think I need more than luck to get you.", replied RJ as he took Skyler's wing and stood up. "But I'll get you one of these days."

"So Skyler, how did this mission fare?", asked Sebastian.

"It was working fine until mom came and turned it off just as I got to that wolf beast.", answered Skyler. "And now she and all the others are off on some mission and here we are, left behind, yet again."

"How about some sparing? That always get's your mind off things.", suggested Zoe (note: Zoe talks in a british accent just like Private.)

"That sounds like a pretty good idea.", replied the leader. "How do you feel about some air to air combat Sebastian?"

"Sounds good to me.", answered the penguin owl as he hopped out of his chair.

"And me and RJ can do some hand to hand.", said Zoe.

"Alright then, let's get this started.", said Skyler as she and Sebastian got into position in the sparring circle and then took to the air (yes they can fly.) Sebastian went on the offensive; jabbing with the tips of his wings kicks. Skyler was caught off guard by this tactic and was pushed toward the edge of the circle. Then Skyler regained her composer and waited for the next strike. Sebastian kick once again, but this time Skyler was ready and grabbed his foot with her's and then grabbed the other one. She then did a couple of loops, pulling the penguin owl behind. Just as she hit the high point on her third loop, she let go, sending her opponent flying out of the ring and down onto the padded ground. Skyler went over to him and offered her wing up. Sebastian took it and got to his feet.

"That was a great counter move.", commented the defeated hybrid.

"But for a moment, you almost had me.", said Skyler. "I wasn't expecting you to go straight to the offensive like that. Good job."

"Now it's our turn.", said Zoe. Then she and RJ stepped into the circle. RJ began the fight by coughing up a smoke bomb (He has his father's extra dimensional stomach.) and in the cover slide behind Zoe and grabbed her by her tail. The sealguin then flipped her tail, sending the penguin toward the outside of the circle. RJ slid to a stop just at the edge of the circle, just as Zoe charged into him, causing them both to exit the circle.

"I think that was a draw.", said Skyler.

"But RJ did cheat when he used that smoke bomb.", commented Sebastian.

"Not cheating if there isn't a rule against it.", replied RJ as he and Zoe stood up.

"Then this won't be cheating then. Get him!", said Zoe before they all piled on RJ.

(Elsewhere in the base.) A black wolf stood in an empty, dimly lit room.

"Are you certain that all the agents are out?", asked a disguised voice in the wolf's ear piece.

"Yes, phase one of the plan was a success.", answered the wolf.

"Good, begin phase two.", replied the voice.

"Understood. Blackshadow out.", said the wolf. He then proceeded to hit the emergency base lockdown button. "North Wind shall fall."

(Back in the hideout) The lights suddenly went off and then replaced with red lights.

"Sebastian, analisis.", ordered Skyler.

"It appears that the base's lockdown systems have been activated, but as of why, I have no clue.", answered Sebastian.

"Then let's get some eyes on the situation.", ordered the leader. The penguin owl went over to his computers and started hitting keys.

"Accessing surveillance cameras, now.", said Sebastian. They were all shocked on what came up on the screens. Members of the North WInd where being killed by what looked like other members in what looked like a coordinated assault.

"Shut it off.", ordered Skyler. Sebastian did as ordered.

"What's happening Skyler?", asked Zoe.

"We have been betrayed and now are under attack from within.", replied the leader. "We now must gather those who are on our side and fight these enemies head on. Sebastian, can you get a message out to anyone?"

"Negative, both internal and external communication is down.", answered Sebastian. "The only way we can get a message out is to get to the main control room. But once I'm there, not only will I be able to get a message out, but I can also take control of the base's defence systems, which should help even the odds."

"Alright then. Our mission will be to make our way to the main control room and secure it. After which we'll cover Sebastian's tail while he get's a message out to the remaining members and to the agents out in the field.", said Skyler. "It's now up to us to save this organization and our home. Everything and everyone is riding on us to succeed. There is no room for error. Now who's in?"

"Like you need to ask.", replied RJ. "We're all with you."

"Alright then, Sebastian grab what you need to hack in,", ordered Skyler. "RJ, pack all the ammo and non high damaging explosives, we need to keep damage to the base to a minimum, Zoe help him out. We leave as soon as we are ready." The others quickly grabbed their gear. "Alright, move out!" They made their way up to Skyler's room. "Sebastian, perimeter check." Sebastian used his portable computer to check if the coast was clear. "Two enemies with working communication devices are in line of sight outside. I suggest an alternative route."

"Then we'll make our way through the vents. RJ, screwdriver.", replied Skyler. RJ then coughed up a screwdriver and gave it to her. The leader then opened up the vent. "Sebastian, take point." Sebastian entered the vent shaft, followed by Zoe, then RJ, and lastly Skyler, who put the vent back on behind them. They then crawled through the vents, occasionally stopping for Sebastian to make sure they were going the right way.

"The control room is just up a head. One hostile inside.", announced Sebastian. They then slipped into the room from the vent unnoticed and then Skyler snuck up right behind the hostile and knocked him out. Then Sebastian went to work on hacking the computer, while the others began setting up defences. "Communications are back online. I hope you guys are ready, because after I send out a message they will know we are here and it will take some time before I can get the defence systems ready."

"Do it.", replied the leader.

"Code red alert! Code red alert! Base in under attack from within, all North Wind operatives arm yourselves for battle.", said Sebastian on the intercom. He then began to try to gain access to the defence systems, but was blocked out. "Someone knows their tech, but so do I. Let's dance." He then began his battle for control of the systems. Then enemy forces began to come in waves of three or four. The defences they had previously set up hindered, but did not stop them. Skyler then unsheathed her sword, RJ coughed up a pair of blasters and wielded one in each flipper and Zoe put on power gloves.

"Charge on three, two, one, go!", yelled Skyler before she, along with RJ and Zoe charged at the enemy. Skyler hacked and slashed her way through, while RJ blasted at the enemies into oblivion, and Zoe, using her power gloves to increase her already great strength, to punch the enemies lights out. But for every one they took down, two more took it's place. They soon ran the risk of being overwhelmed and began to lose ground. But then the defence systems came online and began fighting the hostiles. They then were able to push back the hostiles.

"The agents have returned. Retreat.", ordered one of the hostiles. Then all of the them began to run away. Skyler and co then returned to the control room.

"That was great timing with the defences Sebastian.", said Skyler. "Now what's the statis?"

"Hostels in full retreat and the surviving agents have returned. But unfortunately, they are too far away to do anything about the retreating hostiles and defences in the area are too damaged to be of use.", reported Sebastian. "The enemy apparently took them down shortly after their assault began. Reports of wounded and casualties are coming in high amounts. Also before I could reset control from whoever it was battling with, he set the anti-air to attack the incoming jets. Many of them didn't make it. To sum it up, we have taken a major hit and have been dramatically crippled, but we are still operational."

"Any word from the outposts?", asked Skyler.

"Many of our global outposts were taken down completely and the few that survived are hardly in any working condition. The wounded will soon be sent here. Luckily, our medical facilities are still in good condition.", answered Sebastian.

"Send out orders to the base to move the wounded and for any and every medically trained operative to get to work on patching them up.", ordered Skyler.

"On it.", replied Sebastian. He then sent the orders. Then a message appeared on Sebastian's computer. Sebastian opened it up and it simply said 'Come to the command room. All of you.' "Looks like we're wanted in the command room." They then slowly made their way to the command room, where inside was their parents along with Classified, Corporal, and Short Fuse, all of them with saddened looks. They did however perk up some when they saw them enter and were unharmed save a few scratches here and there. Skipper and Hans ran over to Skyler and hugged her tight.

"It's good to see you safe too.", strained Skyler to say. "Please let up some so air can get to my lungs." Skipper and Hans let go. "Thanks. Now other than to know how we are doing, is there any other reason you called us here?"

"There is much to talk about and so little time to do so.", said Classified. "First off that you need to know is that although you four's actions saved many lives, many of the higher ups were killed in the beginning of the assault, including..." Classified took a deep breath before finishing. "including the Commander."

"But then who's the new commander?", asked Skyler.

"I was next in line for it.", said Classified. "I will need to address what's left of North Wind as soon as we are done here, but first I needed to talk with you four. There will need to be major changes to be able to recover from this."

"What kind of changes?", asked Skyler.

"Our number one priority will be to rebuild our numbers and train new recruits and let some of them to go on real missions.", replied the new commander. "I would like you four to be the first of this new generation of agents."

"So we're going to become real agents then?", asked Zoe.

"Junior agents, but yes.", answered the wolf.

"And get real training?", asked Sebastian.

"That's correct.", answered Classified.

"And get better things to make stuff go Kaboom?", asked RJ excitedly.

"With in reason.", answered Classified slightly hesitantly.

"And have real missions and not fake missions like snack runs?", asked Skyler.

"Yes and with real dangers.", answered Classified.

"Well then sign us up. We're ready for anything.", said Skyler.

"Well then you four shall be known as the new Team Penguin.", replied Classified.

(Later) Skyler sat with her back to a piece of ice to her back; watching the sunset as she reflected on her day, but mainly what Classified had said in his speech. The words still echoing in her mind. 'My fellow North Wind agents, we have been dealt a devastating blow this day. An enemy we knew nothing about has attacked us from within. We only survived because of the bravery of young ones. But this is not the end, we will bounce back from this. We have known loss and sacrifice and more will be needed in the future, but it is now time to begin looking to the future, the next generation of agents, for they are our future. Our enemies will try to break us, but they will learn that no one can break the Wind.'

"No one can break the Wind.", said Skyler softly to herself. She then heard someone behind her. She turned her head and saw it was her mother.

"I knew I'd find you up here. You always have liked watching the sunset." said Skipper. "May I join you?"

"Go ahead.", answered Skyler. Skipper then sat down next to her daughter. "A lot has happened today."

"You can say that again.", replied Skipper. "And now you and the others will be agents starting tomorrow. Which reminds me, I've got something for you." Skipper then pulled out a small locket out and gave it to Skyler. "Your father and I wanted to give this to you the day you became an agent." Skyler opened it and inside was a picture of Skipper and Hans. "So we can always watch over you. You can even attach it to your sword." Skyler then closed the locket and hugged Skipper.

"Thank you.", said Skyler before she let go.

"Well you've earned it. I guess that part of your dream has come true. Proving to me that you can handle missions."

"I wasn't trying to prove it to you.", said Skyler.

"Then who?", asked Skipper.

"I was trying to prove it to myself. That I have what it takes to be like you, dad, and all the others.", answered Skyler. "But there is still something I need to prove."  
"And what's that?", asked Skipper.

"That I can protect you all now.", answered Skyler.

"I'm sure you will.", said Skipper. She then stood up. "I going to hit the hay and you should do the same soon."

"I'm going to stay out here a little longer before I do that. Night mom.", replied Skyler.

"Good night my little Skyler." said Skipper before she left.

(Elsewhere) Blackshadow entered the dark room nervously. "My lord, we have failed to destroy North Wind. There were unforeseen complications, mainly the spawn of the penguin team.", he reported.

"Well thankfully for us, I had planned for complications. It does not matter what they do, for we have many plans that they can not hope to stop them all.", said the master in the same voice as last time. "The Mountain shall rise and break the Winds of the North."

"Hail the Mountain!", said Blackshadow.

Alright then, so another chap comes to a close. Now I must ask you, the audience, what kind of missions would you like to see our group go on. If I like your idea, I will put that here in the story. As always I'd love to hear from you guys and I will see you next time. Bye-bye.


	3. Chapter 3: The First Day

**Disclaimer- I do not own the Penguins of Madagascar or anything that belongs to Dreamworks. I do however own or partially own most of these oc's and this plot.**

Hey guys, sorry for keeping you waiting, but I had a name block with some of the new oc's that will be appearing in this chap. but luckily a friend and fan by the user name of Mikey Kudo helped me out with that. Thanks Mikey. Also my computer died and I had to get a new one. So now without further adieu, let's begin.

Chapter 3: The First Day

Skyler awoke to the sound of her alarm clock going off. She quickly turned it off and hopped out of bed. She looked in her mirror and saw that her feathers had gotten messy while she slept.

"Better fix this. Gotta be presentable for my first day.", the puffguin said to herself before she set to work. She could still hardly believe that she and the others were finally going to get some real training to be real agents. As soon as she was satisfied with how she looked, put on her sword and went to go grab the others. The first room the leader came to was Zoe's. She could tell she was up by the music she heard playing through the door. Skyler then knocked loudly on the door.

"Come in.", said Zoe through the door. Skyler opened the door and was welcomed by This Will Be The Day. Zoe turned around and saw her leader. "Morning Skyler." She then unpluged her MP3 from the stereo. "Time to go?"

"That's right, just gotta grab you and the others.", answered Skyler.

"Ready to go when you are.", said Zoe. They left the room and started heading toward Sebastian's room. Skyler knocked on the door when they arrived.

"Just a moment.", called Sebastian through the door. They then heard a click as Sebastian undid the lock and opened the door. "Morning Skyler. I was just tinkering with my weapon." He then presented his metal bo staff. "It's now my Swiss Army Staff. I've added a spear, taser, energy deflector, and knock out gas. I'll probably add some more when I come up with some more things." He then put it into it's holster on his back. "I'm ready to go when you are."

"Alright then." replied Skyler as the three of them exited Sebastian's room. "Now all we need is RJ." They turned the corner to find RJ in the hallway. "Oh, we were just about to get you."

"I just can't wait to blow something and not get in trouble for it", said RJ with lots of enthusiasm.

"Then we'd better get down to the training room then.", said Skyler before they began making their way to the virtual reality room. There were four others waiting there. One was gold and white arctic wolf with blue eyes. He also had a sniper rifle on his back and a rapier sheathed at his waist. Next to him was an extremely cute polar bear cub with brown eyes, he carried a large blaster on his back that had to indicate that he was strong otherwise he'd go flying from the recoil. Next was a young harp seal pup that looked a lot like how Short Fuse was when he was young. He had two bandoliers of so many different explosives that RJ instantly started to like him. The last one was a young barn owl with yellow eyes and what looked like scars from a fire on his back. On his right leg was some sort of high tech device that not even Sebastian could place. "Who are you guys?" The four turn their heads to the group.

"I will answer that question.", said Classified as he entered the room. The two groups go to attention. "These are the other junior agents that will begin their training today. They shall be your allies and at times, your competition. " He stepped up to the young wolf. "This is my son, Mensieur, and leader of the team." The young wolf stood as if he was trying to keep all emotions inside of him. Next up was the polar bear cub. "This is Corporal's son, Brawnie." The little bear gave them a friendly wave. Classified then moved to the young seal. "This is Short Fuse's little brother."

"Call me Little Fuse.", said the seal. The owl then stepped up.

"I'll introduce myself. They call me Burnie.", said the owl. "We already know who you four are."

"Now that introductions are now behind us, let's get on with today's lesson. Or more accurately, today's test.", said Classified. "Today the two of you will be facing off against each other to analyze your team's strengths and weaknesses. The environment inside the virtual reality room shall be your battlefield and your goal will be to subdue the other team. Only non-lethal combat will be allowed. And each team will be supplied with short range communicators. You will enter the battlefield from opposite sides. You have 15 minutes to prepare." Then walked out of the room. Skyler walked up to Mensieur and extended her wing to her. Mensieur took the wing and shook it.

"May the best team win.", said Skyler before the two let go and went to get ready. "Alright team, put the safety on your weapons." As ordered, RJ reduced the power of his blasters to a concussive blast and Zoe reduced the power-amplifier on her gloves. Meanwhile Sebastian tinkered with one of the coms.

"Almost… got it.", said Sebastian as he finished with the com. "Now we will be able to hear everything they say without them being able to hear us."

"Way to take initiative Sebastian.", complemented Skyler.

"Thank you sir.", replied Sebastian. (Just like her mom, she goes by sir.)

"Now let's see what our opponents are up to.", said Skyler as she put the com peice into her ear hole.

"Alright, game plan. Anyone have any ideas?", asked Mensieur.

"How about as soon as the doors open, we take toward cover and then you use your rifle to pinpoint their position. From there, we will move forward and keeping to cover, as a group, until we are right on top of them and then attack.", suggested Burnie.

"We'll go with that.", replied Mensieur. Skyler turned to the others as they got their coms in.

"Alright team. As soon as the doors open, me and Sebastian will fly above and launch an attack from behind them. Zoe and RJ, you two will draw the enemy's attention to the front. Get as close as you can to them and do not engage in close combat until we strike and keep to cover.", ordered Skyler.

"Attention, the battle will begin in 15 seconds.", said a mechanical voice.

"Let's move out.", said Skyler as she and her team put their head gear on and got into position. The moment the doors opened, Skyler and Sebastian take to the air and Zoe and RJ dashed toward cover. From above the battlefield, Skyler could see the entirety of the terrain. The walls, floor, and ceiling where pure black, but down below was lit with blue neon lights that were on triangular objects that provided cover. She also saw the other team moving forward toward her ground unit. Skyler and Sebastian flew silently past the enemy formation and took cover. They then began moving up as the enemy did while keeping undetected. Soon all three groups were close together. "RJ, lasting smoke bomb." RJ hacked up a smoke bomb that blanketed the area in thick smoke. "Engage." At the same time, the two groups attacked the enemy team from two directions. RJ sent concussive blasts at Little Fuse and stunning him. Zoe went for Brawnie and quickly disarmed him. Brawnie realized he had to change tactics and tried to punch Zoe. Zoe counted by dodging the strike and then grabbing his arm and flipping him over onto his back and knocking the wind out of him. As Sebastian came at Burnie with his staff, Burnie's ankle device unfolded incredibly fast into a gigantic blaster with a revolver like cartridge. Burnie fires a three round burst at Sebastian. Sebastian moved his staff in a circular motion, activating the energy deflector, and neutralized the attack. Burnie then tried to hit him with the end of the blaster, but Sebastian dived out of the way. Then RJ hit Burnie in the back stunning him. Skyler charged at Mensieur with her sheathed blade. Mensieur quickly unsheathed his rapier with a rounded tip and blocked the attack. Mensieur then thrusted at Skyler but she blocked it and swept his legs out from under him. Skyler kicked his blade away from him and held the tip of her sheathed blade to his throat. Then the virtual battlefield dissolved and they all took off their head gear. Skyler put her blade away and offered her wing to help Mensieur up. Mensieur took it.

"Well done team penguin, well done.", said Classified as he entered the room. "I was hoping for a little more out of your peers." Mensieur hung his head. "Team penguin, you are dismissed for the day." Skyler and her team gave him a quick salute and then left. Skyler looked back and saw the utter disappointment in Mensieur. Classified then turned to the other team who was still getting to their feet. "The rest of you will stay for additional training."

(Later) They were celebrating their victory in their hideout and all were in a great mood. All but one that is. "Is something wrong?", asked Zoe, breaking Skyler out of her thoughts.

"What? Oh… it's nothing.", said Skyler. Zoe gave her a look that said 'yeah right'. Skyler let out a deep sigh. "Did you see how Mensieur looked after we beat him? He had a look of disappointment, disappointment in one's self."

"Maybe, he's a sore loser.", suggested Zoe.

"Maybe.", said Skyler with doubt in it. "I'm going on a Dibble run." She then left the hideout and Zoe knew Skyler needed some time to herself.

As Skyler made her way to the kitchen, she began to hear someone crying. Curiosity got the better of her and she followed the sound to the source and found Mensieur crying into his paws. "What's wrong Mensieur?", asked Skyler. Mensieur noticed her and turned his back to her.

"Go away.", said Mensieur. Skyler approached the crying wolf.

"I want to help you. Just tell me what is the problem.", said Skyler.

"I'm not like you. I'm not a leader. No matter how much I try or what I do, I can't lead.", answered Mensieur.

"Then stop trying to be something you're not.", replied Skyler.

"But if I can't be a leader then how can I make my father proud of me and be what he wants me to be?", asked Mensieur.

"By being the best you you can be.", answered Skyler. She then drew her sheathed sword. "Face me and this time I won't pull any tricks." Mensieur stood up and drew his rapier with a rounded point and went into a battle stance. Skyler began with a simple thrust. Mensiur changed it's direction with a slash. He then followed up with a thrust, but Skyler backed out of range and followed with her own thrust at Mensieur's sword paw, disarmed him, and pointed the tip at his throat. But Mensieur grabbed his blade in his other hand and pointed it at Skyler's throat. "You see, you may not be a leader, but you're a pretty good swordsmen." She then put the sword away. Mensieur did the same. "Focus on becoming better at what you are, not what you are not."

"You're right.", said Mensieur. "Can you be by my side to tell my dad? I don't think I could do it on my own."

"As long as you are still the one who tells him.", answered Skyler.

"Then let's get this over with.", said Mensieur. They then made their way to Classified's office. Mensieur knocked on the door three times.

"Enter.", said Classified. Mensieur and Skyler then entered the office. Inside Classified was doing paperwork. "What bring you two here."

"Dad, we need to talk.", said Mensieur. "I can't be lead the team anymore." Classified stopped in mid motion and then turned to his son.

"My son, one little mistake…", started Classified.

"It's not about making a mistake, it's about me not being able to be a leader.", interrupted the young wolf. "I've always tried to be a leader like you so you would be proud of me, but the thing is; I'm not like you. I don't have what it takes to be a leader. If I'm going to be a great agent, then I need to follow my own path and use my own strengths and work with my team to cover my weaknesses. If my team is to prosper, it needs a better leader." Classified looked his son in the eye and knew that he was telling the truth. He then let out a sigh.

"I only wanted to help you see your potential. I thought that maybe by making you a leader, you would fill the role. But I see now that my path isn't the one for you.", said Classified. "If this is what you truly want, then I will name Burnie the new leader of the team." The young wolf then jumped up and hugged his father.

"Thank you dad.", said the former leader.

"Any time, my son.", replied the older wolf. "If that's all, then I need to get back to this paperwork." The two saluted the Commander and left the office. Soon after they left, Mensieur surprised Skyler with a hug.

"Thank you. I would have never been able to do this if it weren't for you.", said Mensieur as he hugged her.

"It was nothing.", said Skyler. "I only wish we could still be rivals."

"We can still be rivals, just only in the art of the sword.", said Mensieur. "That is, if you want."

"I'd like that.", responded Skyler. "So what are you going to do now?"

"Well I'm going to go hit the showers and then tell Burnie he's the new leader." answered the wolf. "What about you?"

"I think I'll go relax for a bit and then hit the hay.", responded Skyler. "So I guess I'll see you around?"

"See you around.", said Mensieur before they parted ways feeling so much better.

Sorry for the long wait on this chapter. I hope to get the next one out soon. This next chapter will have a my first guest: Mikey Kudo and his OCs. As always I'd love to hear what you think of the story so please leave a comment below and I'll see you guys next time.


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